· KCB is expected to issue the Take-Over Bid in due course, which document will provide detailed proposals to shareholders

· The completion of the proposed transaction requires approvals from shareholders, Capital Markets Authority, the Central Bank of Kenya, and the Competition Authority of Kenya.

Nairobi: June 14, 2019:National Bank of Kenya Limited (“NBK) shareholders have overwhelmingly approved the conditional conversion of preference shares into ordinary shares upon the completion of a proposed Take-Over bid by KCB Group or a competing bid.

According to the Offeror’s Statement (“Offer”) received by NBK, KCB intends to acquire up to 100% of the ordinary shares of NBK through a share swap of one (1) ordinary share of KCB for every ten (10) ordinary shares of the NBK.

The Offer requires that the 1,135,000,000preference shares in the capital of the Bank held by the two principal shareholders – the National Treasury (“GOK”) and National Social Security Fund (“NSSF”) should be converted on a one/one basis into 1,135,000,000 new ordinary shares at the Completion of the Take Over Bid.

Commenting on the approvals, National Bank Board Chairman Mr. Mohamed Hassan said that the Bank remains a strong institution with supportive shareholders and customers. The bank also receives significant support from regulators.

He said; “The management and staff of National Bank have our full support as they continue delivering solutions to customers. The preservation of value remains the most important tenet for all the stakeholders and the board is working with management to ensure that ongoing business initiatives continue unabated.”

According to the Chairman, the take-over bid from KCB has outlined several predicating factors. Some of the key factors include the proposal that National Bank will continue to operate as a separate subsidiary of KCB (for a while) and therefore service delivery to its customers will remain un-interrupted. Equally, the combined balance sheets of the two banks will increase the capital capacity of both banks.

According to Capital Markets Regulations (Take-Overs and Mergers, 2002), National Bank shareholders should receive a detailed Take-Over Bid document by KCB in due course. National Bank’s board will analyze the bid and give appropriate recommendations to its shareholders. The shares are personal to the individual shareholders and therefore the respective shareholders will make their own decisions.

Finally, the completion of the proposed transaction as a result of KCB’s Take-Over Bid or a Competing Bid is subject to NBK’s shareholders acceptance as well as regulatory approvals from, amongst others, the Capital Markets Authority, the Central Bank of Kenya, and the Competition Authority of Kenya.

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